(PULL BACK to see a BUTLER, he carries the Music Box on uts pillow.
He rushes down a grand curving staircase, past other servants to.

(THE FRONT DOOR. He races out the front door, careful to balance his
precious cargo on the pillow.)

EXT. MANSION - EVENING

(a horse-drawn carriage stands outside, An ESCORT of COSSACKS on horseback
wait, horses impatient, steam shooting from their nostrils, hooves prancing.
The Butler comes out with the box on the pillow, carrying it to.)

(AN ELDERLY WOMAN)

(She stands regally beside the carriage door, dressed in full
evening clothes. This is the EMPRESS MARIE. The Butler BOWS as he presents
the box. She takes it from the pillow and puts it carefully in her
beaded clutch. The Butler retreats.

(A FOOTMAN opens the carriage door, and Marie climbs inside. As soon
as the door closes, the carrige takes off, preceeded by the thundering
Cossack horses.)

EXT ST. PETERSBURG - NIGHT

(Marie's carriage races through the streetm her HONOR GUARD of HORSEMEN
cutting a path ahead of her.)

FOOTMAN: Your highness... (ha)...

MARIE (OS): There was a time, not very long ago, when we lived in an
enchanted world of elegant palaces and grand parties.

EXT. PALACE - NIGHT

(The gates SWING OPEN for Marie's carriage. The palace is lit up, with
opulently dressed partygoers streaming inside. They bow as Marie's carriage
pulls up.)

MARIE (OS CONT'D):...and my son Nicholas, was the Czar of Imperial Russia.

MOVE INTO PALACE

INT. CATHERINE PALACE - NIGHT

(Elegant ROYALISTS, in 17th century costumes, waltz in the MAIN HALL
as an ORCHESTRA plays. NICHOLAS DANCES WITH ANASTASIA, 8, graceful and
spirited. Father and daughter are the couple of the monet - all eyes adore
them.)

MARIE: Hello darling

MARIE (OS): We were celebrating the three hundredth anniversary of our
family's rule...

NICHOLAS: (LAUGHTER)

ANASTASIA: Oh Papa!

MARIE (OS CONT'D): ... and that night, no star burned brighter than
that of our sweet Anastasia, my youngest granddaughter.

(ANGLE ON MARIE - THE DOWNAGER EMPRESS)

(Smiling as she watches her granddaughter dancing with her father. Anastasia,
her dance finished, lightts up at seeing her grandmother, runs to her.)

MARIE (OS CONT'D): She begged me not to return to Paris - so I had a
very special gift made for her....

ANASTASIA: Gasp!

MARIE (OS CONT'D): ... to make the seperation easier for both of us.

(Marie hands her a beautiful MUSIC BOX. A servant boy named DIMITRI,
10, enters through a secret opening in the wall behind Marie's chair, to
eavesdrop.)

ANASTASIA: For me?! Is it a jewelry boc?!

(a kitchen servant catches Dimitri spying.)

SERVANT: Dimitri, you belong in the kiktchen.

DIMITRI: Let go!

(Unnoticed by Anastasia and Marie, the boy is dragged quickly into the
secret door.)

MARIE: Look.

(Marie takes out a key, a small silver flower on a neck chain. She puts
it into the back of the music box, and winds it.)

MUSIC BOX THEME

ANASTASIA: (whispering) It plays our lullaby!

MARIE: MMHMM you can play it at night before you go to sleep. And pretend
that it's me singing. (singing) ON THE WIND, CROSS THE SEA, HEAR THIS SONG
AND REMEMBER. SOON YOU'LL BE HOME WITH ME ONCE UPON A DECEMBER.

(Marie hands Anastasia the key)

MARIE (CONT'D): Read what it says.

(CLOSE on MUSIC BOX KEY bearing the inscription "Together in Paris.")

ANASTASIA: "Together in Paris." Really? Oh, Grandmama.

(Marie smiles and nods. They embrace.)

(Marie and Anastasia hear a startled GASP from the crowd and the room
falls silent.)

(THE CROWD parts before a dark figure. A BAT swoops down, landing on
he dark figures shoulder.)

(THE DARK FIGURE is RASPUTIN, stalking through the crowd, people falling
back in fear and surprise, crushing a champagne glass underfoot.)

MARIE (OS): But we would never be together in Paris. For a dark shadow
had descended upon the house of the Romanovs. His name was Rasputin. We
thought he was a Holy Man. But he was a fraud, power-mad and dangerous.

(Rasputin has reached the Czar, who alone stands firm before him. BARTOK,
the bat, is perched on Rasputin's shoulder like a twisted parody of a parrot.)

NICHOLAS: How dare you return to the palace.

RASPUTIN: But I am your confidante

NICHOLAS: Confidante, Ha, you are a traitor. Get out!!

RASPUTIN (CONT'D) (to Nicholas): You think you can banish the Great
Rasputin? By the unholy powers vested in me. I who will banish you with
a curse.

ANASTASIA: GASP!

YOUNG DIMITRI: GASP!

MARIE: GASP!

RASPUTIN (CONT'D) (to Nicholas):... mark my words. You and your family
will die within the fortnight. I will not rest until I see the END OF THE
ROMONOV LINE FOREVER.

(He raises the RELIQUARY, sending a bolt of lightning to the Chandelier
which crashes to the floor. When light is restored, Rasputin is gone.)

MARIE (0S): Consumed by his hatred for Nicholas and his family,
Rasputin sold his soul for the power to destroy them.

(Rasputin raises his arms in supplication. A shadow, like smoke in a
windstorm, leaves Rasputin, sucked toward the terrible figure. As his soul
leaves him, he BECOMES A SKELETON! Then the RELIQUARY materializes in mid-air
before Rasputin's skeleton. It reaches out, grasps it, and Rasputin RESUMES
HIS FORM. We PULL IN CLOSE on the Reliquary in his hand.)

X-DISSOLVE TO:
THE RELIQUARY in Rasputin's hand

PULL BACK to reveal.
EXT. RASPUTIN AT THE PALACE GATES – NIGHT

(He holds the Reliquary aloft. The locked gates hold back the crowd
of demonstrators.)

RASPUTIN (to Reliquary): Go fulfill your dark purpose, and seal the
fate of the Czar and his family once and for all.

(SMOKE wisps from the top of the Reliquary, assuming the form of Rasputin's
MINIONS. The Minions attack the chain holding the gate shut, breaking it,
letting the demonstrators pour into the palace.)

MARIE (OS): From that moment oft the spark of unhappiness in our country
was fanned into a flame that would soon destroy our lives forever.

(A BRICK smashes the glass window of the palace. Crowd with rifles storming
the palace grounds.)

INT. PALACE

(ROMONOV FAMILY in nightclothes, running down a hallway.)

NICHOLAS: Hurry children!

(Anastasia stops in her tracks, as her family continues down the hallway.)

ANASTASIA: My music box!

(Marie tries to stop her from running back down the hallway to get it
- but can't. She follows her.)

INT.

MARIE: Anastasia! Come back, come back! Anastasia!

ANASTASIA'S BEDROOM

(Anastasia grabs her music box as Marie rushes in. SHOTS are heard.
Dimitri bursts in from wall panel.)

BARTOK: GRUNT (on impact of landing on window sill)

MARIE: Please hurry!

DIMITRI: Come this way, out the servants quarters.

(LOUD RIFLE)

MARIE: Hurry Anastasia!

(Marie enters the secret doorway. Dimitri shoves Anastasia in behind
her, accidentally knocking THE MUSIC BOX OUT OF HER HAND.)

BARTOK: Rasputin, she's getting away.

ANASTASIA: My music box.

(Alarmed Bartok watches Anastasia escape.)

DIMITRI: Go, go!

(He pushes her through as ANGRY REVOLUTIONARIES BURST IN the door. He
slams the panel shut and puts his body in front of it.)

(The ice breaks beneath him and he falls into the river. Anastasia wrenches
herself free, and sees Rasputin thrashing about in the water. He's going
down, and they lock eyes for a moment, his glowing, hypnotic eyes full
of rage and fury. He calls out to the Bat.)

RASPUTIN: Bartok!

BARTOK: Master!

RASPUTIN: Bartok!

BARTOK: Oh ...

(Anastasia breaks the gaze and runs away.)

(Rasputin's fingernails - digging into the ice, can't find purchase.
He is slowly dragged under. One last desperate reach out of the water,
and Rasputin is sucked under by the current.)

(ANGLE on Reliquary - All that's left of Rasputin, rolling away from
the hole in the ice. Bartok swoops down, scooping it up, and disappears
into the black night.)

EXT.
TRAIN STATION – NIGHT

(MASS CONFUSION as people shove to get on the train. Marie and Anastasia
race to get on, fighting their way through the frightened crowd.)

MARIE: Anastasia hurry, hurry!!

(PASSENGERS pull Marie on board the train and Anastasia is running to
catch up.)

ANASTASIA: Grandmama!!

MARIE: Here take my hand. Hold on to my hand!

(Anastasia reaches up and takes Marie's hand. She is desperate, frightened.)

ANASTASIA: Don't let go!

(CLOSE on the TWO HANDS, then suddenly, her small hand slips from Marie's
grasp and falls out of the frame.)

MARIE (OS): AH ... ANASTASIA!

(Anastasia has stumbled, hitting her head on the ground)

ANASTASIA: AH ...

MARIE: ANASTASIA!

(Marie tries to jump off the train, but is held back by the OTHER PASSENGERS.
She watches as the view of her granddaughter is obscured by a sea of humanity
disappearing in the distance.)

MARIE (OS): So many lives were destroyed that night. What had always
been was now gone forever.
And my Anastasia, my beloved grandchild ... I never saw her again.

CUT TO:
EXT. STREETS OF ST. PETERSBURG - TEN YEARS LATER

(People wait in long lines in a gray, cold winter.)

A RUMOR IN ST.PETERSBURG

PEOPLE IN LINE (Various solos)

RUSSIAN MALE CHORUS (OS)AAHH

AN OLD WOMAN: PETERSBURG IS GLOOMY

A YOUNGER WOMAN: PETERSBURG IS BLEAK!

A SHIVERING MAN: MY UNDERWEAR GOT FROZEN STANDING HERE ALL WEEK!

A GROUP: OH, SINCE THE REVOLUTION, OUR LIVES HAVE BEEN SO GRAY.

ALL: THANK GOODNESS FOR THE GOSSIP THAT GETS US THROUGH THE DAY! HEY!
HAVE YOU HEARD THERE'S A RUMOR IN ST. PETERSBURG? HAVE YOU HEARD WHAT THEY'RE
SAYING ON THE STREET? ALTHOUGH THE TSAR DID NOT SURVIVE ONE DAUGHTER MAY
BE STILL ALIVE- THE PRINCESS ANASTASIA!

FRIGHTENED MAN: BUT PLEASE DO NOT REPEAT!

ALL:IT'S A RUMOR, A LEGEND, A MYSTERY! SOMETHING WHISPERED IN AN ALLEYWAY
OR THROUGH A CRACK! IT'S A RUMOR THAT'S PART OF OUR HISTORY.

BABUSHKA: THEY SAY HER ROYAL GRANDMAMA WILL PAY A ROYAL SUM

ALL: TO SOMEONE WHO CAN BRING THE PRINCESS BACK!

(We go to a seedy corner of the town, where black marketers ply their
wares. Some are selling remnants from the ransacked palace. VLADIMIR waits
nervously while Dimitri, now 20, haggles with a scary looking GANGSTER.)

#3: (holding a ratty fur hat), I GOT THIS FROM THE PALACE, IT'S LINED
WITH REAL FUR.

BLACK MARKETERS: IT COULD BE WORTH A FORTUNE IF IT BELONGED TO HER!

(Dimitri rejoins Vladimir.)

VLADIMIR: Well Dimitri, I got us a theater.

DIMITRI (grins): Everything's going according to plan. All we
need is the girl. Just think, Vlad, no more forging papers, no more stolen
goods. We'll have three tickets out of here. One for you, one for me and
one for Anastasia.

DMITRI
(singing)
IT'S THE RUMOR,
THE LEGEND,
THE MYSTERY!
IT'S THE PRINCESS ANASTASIA WHO WILL HELP US FLY!
YOU AND I, FRIEND,
WILL GO DOWN
IN HISTORY!
WE'LL FIND A GIRL TO PLAY THE PART, AND TEACH HER WHAT TO SAY.
DRESS HER UP AND TAKE HER TO PAREE IMAGINE THE REWARD HER DEAR OLD
GRANDMAMA WILL
PAY!

D'MITRI (CONT'D): WHO ELSE COULD PULL IT OFF BUT YOU AND ME!
WE'LL BE RICH

VLADIMIR: WE'LL BE RICH!

D'MITRI: WE'LL BE OUT!

VLADIMIR: WE'LL BE OUT!

BOTH: AND ST. PETERSBURG WILL HAVE SOME MORE TO TALK ABOUT!

VLADIMIR: Yaah ...

DIMITRI: Yaah

(WIDEN away from Dimitri and Vlad to see they're only one small group
in a giant city where all are concerned with one thing.)

ALL: SSH! (Softly)
HAVE YOU HEARD?
THERE'S A RUMOR IN ST. PETERSBURG!
HAVE YOU HEARD
WHAT THEY'RE SAYING ON THE STREET?
(LOUD)
HEY!
(whispers)
HEY!
(whispers)
HEY!
HAVE YOU HEARD
THERE'S A RUMOR IN ST. PETERSBURG! HAVE YOU HEARD

A DELIGHTED GOSSIPER: COMRADE, WHAT DO YOU SUPPOSE?

ALL: A FASCINATING MYSTERY!

DIMITRI: THE BIGGEST CON IN HISTORY!

ALL: THE PRINCESS ANASTASIA! ALIVE OR DEAD ...

WINDOW WASHER: WHO KNOWS!

CROSS DISSOLVE TO:
EXT. ORPHANAGE – DAY

(ANYA, 18, bundled up in ragged clothes looking more like a boy is standing
with the fat, balding headmistress, PHLEGMENKOF who’s pointing down the
street)

PHLEGMENKOF: I got you a job in the Fish Factory. You go straight down
this path till you get to the fork in the road, go left - are you listening?

ANYA: Bye, bye everybody, I’m listening Comrade Phlegmenkof.

PHLEGMENKOF: You've been a thorn in my side since you were brought here.

ANYA: He, hey.

PHLEGMENKOF: Acting like the Queen of Sheba ...

PHLEGMENKOF: ... instead of the nameless no account you are.

PHLEGMENKOF: And for the last ten years I've fed you, I've clothed you.
I've kept a roof over your head

ANYA: (interrupts) Kept a roof over my head. Oh!

PHLEGMENKOF: How is it you don't have a clue as to who you were before
you came to us but you can remember all that?

PHLEGMENKOF (CONT'D):... Little Miss Anya, it's time to take your place
in life.

ANYA: Gasp!

PHLEGMENKOF: ... in life and in line, and be grateful too.

ANYA: oh.

(Laughing, she slams the gate. Anya starts off.)

PHLEGMENKOF: Together in Paris. (LAUGHS, COUGHS) Be grateful.

EXT. ROAD

CROSS DISSOLVE TO:
DAY

(Anya mimicks Phelemenkof's speech.)

ANYA
"Be grateful, Anya". I am grateful! Grateful to get away

(She comes to a fork in the road. She stops. One sign points to "Fisherman's
Village and the other sign points to "St.Petersburg.)

ANYA
Go left, she says. Well, I know what's to the left. I’ll be Anya the
Orphan forever. But if 1 go right ... Maybe I could find... (TOUCHES NECKLACE)
... Who ever gave me this necklace must have loved me...
This is crazy! Me go to Paris ... ?

(She tilts her head skyward and closes her eyes in prayer.)

ANYA (CONT’D): Send me a sign, a hint, anything.

(A DOG comes bounding up to Anya, grabbing her scarf.)

ANYA: Hey, hey, hey, hey!

(The Dog prances a few feet away, BARKS, runs a few steps, turns, BARKS
again. He wants Anya to follow.)

ANYA: I don't have time to play right now, OK. I'm waiting for a sign.

(She closes her eyes again. The dog, with scarf in his mouth runs down
the right fork. He stops, turns and BARKS at Anya.)

ANYA: HEART, DON'T FAIL ME NOW.
COURAGE, DON'T DESERT ME!
DON'T TURN BACK,
NOW THAT WE'RE HERE.
PEOPLE ALWAYS SAY
LIFE IS FULL OF CHOICES.
NO ONE EVER MENTIONS FEAR!
OR HOW THE WORLD CAN SEEK SO VAST. MOVING FORWARD... TO THE PAST...

(Anya picks the dog up.)

ANYA: SOMEWHERE DOWN THIS ROAD,
I KNOW SOMEONE'S WAITING.
YEARS OF DREAMS JUST CAN'T BE WRONG. ARMS WILL OPEN WIDE.
I'LL BE SAFE AND WANTED,
FINALLY HOME WHERE I BELONG.
WELL, STARTING NOW, I'M LEARNING FAST ON THIS JOURNEY--TO THE PAST.

CHILDREN: (GIGGLES)

DAD: Corne Mama we'll be late.

MOM: Oh look, look at the beautiful PUPPY - - - -

ANYA: HOME, LOVE, FAMILY

CHILDREN: (GIGGLES)

DAD: Let's go children.

GIRL CHILD: Bye.

ANYA: THERE WAS ONCE A TIME
I MUST HAVE HAD THEM, TOO.
HOME, LOVE, FAMILY.
I WILL NEVER BE COMPLETE
UNTIL I FIND YOU
ONE STEP AT A TIME.
ONE HOPE, THEN ANOTHER.
WHO KNOWS WHERE THIS ROAD MAY GO. BACK TO WHO I WAS.
ON TO FIND MY FUTURE.
THINGS MY HEART STILL NEEDS TO KNOW YES, LET THIS BE A SIGN!
LET THIS ROAD BE MINE!
LET IT LEAD ME TO MY PAST
AND BRING ME HOME...
AT LAST!

CUT TO:
INT. BUREAU OF BUREWCRACY - DAY

(Anya and Pooka step up to a window.)

ANYA: One ticket to Paris, please

TICKET AGENT (gruffly) Exit visa?

ANYA Exit visa?

TICKET AGENT: No exit visa, no ticket.

(THE TICKET AGENT hangs a PEOPLES LUNCH BREAK sign on his booth and
slams his shutters in Anya’s face. The entire row of ticket agents do likewise.)

ANYA: Oh, hmm.

(A SWEEPER WOMAN with her broom approaches Anya.)

SWEEPER WOMAN (whispering): PSST. See Dimitri ... He can help.

TNT.

ANYA: Where can I find him?

SWEEPER WOMAN: At the old Palace, but you didn't hear it from me.

ANYA: Oh.

SWEEPER WOMAN: Go, go, go, go.

ANYA: Hmm, Dimitri.

CUT TO:
THEATER

Dimitri and Vladimir are sitting at a large table. On top are stacks
of Resume’s and 8 x 10 glossies. Dimitri has an enormously long list of
names in front of him, a roster, that spills out onto the floor in front
of him.)

(Dimitri looks over to Vladimir and crosses the second to last name
off the list.)

DIMITRI: Nice, nice, very nice, yeah...

ACTRESS (OS): And I look like a princess, and I dance like a feather.

D'MITRI (CONT'D): ... okay, hmm, thank you, thank you. Next please!

(The last Anastasia wannabe steps into the spotlight on the stage. She
is clearly not right for the roll.)

LUDMILLA: Grandmama. It's me, Anastasia...

(Dimitri and Vladimir, staring in amazement at the sight. Vladimir groans
and puts his head down on the table.)

VLADIMIR: (MOANS)

DIMITRI (to himself): Oh brother.

CUT TO:
EXT. ST. PETERSBURG STREET OUTSIDE OF THEATER – LATER

(Dimitri and Vladimir leave the theater and head down the street.)

VLADIMIR: That's it Dimitri. Game over.
Our last kopeck gone for this
flea-infested theater, and
still no girl to pretend to be
Anastasia!

(Pooka suddenly runs through an opening at the bottom of the door. Anya
goes to the door calling to Pooka.
BOARDED DOORWAY. Anya tries to look between the boards, looking for
Pooka inside.)

ANYA: Pooka, Pooka, Pooka where are you?

(Anya pulls on a board which comes lose and she falls backward with
a crash.)

ANYA: AAH! ! ! OH! !

CUT TO:
INT. PALACE BEDROOM
(Vladimir and Dimitri are eating. D'mitri is startled by the noise
and stands up.)

DIMITRI: Did you hear something?

INT.

VLADIMIR: MM, No.

(Anya enters the vestibule of the Winter Palace. Pooka follows. Anya
removes scarf as she crosses floor to stairs, looks back towards entrance
hearing a noise. Anya goes up steps. He follows her up the stairs. Anya
on second floor turns and heads toward the large palace open door.)

ANYA: Hello anybody home?

INT.
DINING ROOM

(Anya enters the partially destroyed room and bends down to inspect
half of a broken plate. The instant she touches it she sees a vision from
her paste and is startled. She walks to a large vase, painted with dancing
bears.)

ANYA: Bowls, plate HMMM

ANYA: This place it's ... it's like a memory from a dream.

(Anya wanders to the top of a HUGE STAIRCASE which leads down to the
once grand BALLROOM. She stops at a large landing half way down the steps.)

INT. STAIRCASE (BALLROOM)

(Anya is taken by the VRIEZE of the ROMONOV FAMILY. The moonlight hits
the portrait with a ghostly glow.)

"ONCE UPON A DECEMBER" (THE MUSIC BOX THEME)

ANYA (singing): DANCING BEARS, PAINTED WINGS THINGS I ALMOST REMEMBER.
AND A SONG SOMEONE SINGS
ONCE UPON A DECEMBER.

BARTOK: Wow ... Yeah, ain’t that a kick in the head. I guess a curse
just ain't what it used to be, huh sir?
(Rasputin, in a rage, grips Bartok in one fist. He doesn't even know
he's holding the bat as he squeezes for emphasis.)

RASPUTIN: That's why ...

BARTOK: Wow, wow ...

RASPUTIN (CONT'D): ... I'm stuck here in limbo!

(He raises Bartok for the final blow. Bartok SQUEAKS in terror. Rasputin
finally realizes he's about to crush Bartok.)

RASPUTIN (CONT'D): My curse is unfulfilled.

(He flings his hand. His hand still gripping Bartok, disconnects and
hits the wall. He stops, realizing his hand is gone.)

BARTOK: Wow, Ooh, Oh ... (HUMMING AND GRUNTING AS HE CARRIES THE HAND)

RASPUTIN: (Crying) Look at me. I'm falling apart. I'm a wreck.

BARTOK: Actually, considering how long you've been dead you look pretty
good.

RASPUTIN: (Crying)

BARTOK: Sir, you do, you do

RASPUTIN: (Truly flattered) Really?

BARTOK: Sir is this the face of a bat who would lie to you? Come on,
for a minute there, you had your old spark back.

RASPUTIN: If only I hadn't lost the gift from the dark forces, the key
to my powers.

(Bartok picks up the Reliquary from the rubble.)

BARTOK: What? You mean this Re1iquary?

(Rasputin's eyes widen.)

RASPUTIN: Oh, Where did you get that?

BARTOK: Oh, I found it ...

RASPUTIN: ( Interrupts) GIVE IT TO ME!

(He grabs the Reliquary.)

BARTOK: Alright, Alright, Don't get so grabby.

RASPUTIN: (Stroking the Reliquary) My old friend, together again . (Holding
it, closing his eyes) Ah, Ha Ha! Now my dark purpose will be fulfilled,
and the last of the Romanovs will DIE!!

BARTOK: Wow ...
IN THE DARK OF THE NIGHT

RASPUTIN: IN THE DARK OF THE NIGHT
I WAS TOSSING AND TURNING. AND THE NIGHTMARE I HAD ...

BARTOK: Wah, wah ...

RASPUTIN: WAS AS BAD AS CAN BE--

BARTOK: Oh, oh

RASPUTIN: It SCARED ME OUT OF MY WITS,
A CORPSE FALLING TO BITS.
THEN I OPENED MY EYES
AND THE NIGHTMARE WAS ... ME.!

BARTOK: WOW, WOW, WOW, OH!!

RASPUTIN: I WAS ONCE THE MOST MYSTICAL MAN
IN ALL RUSSIA.
WHEN THE ROYALS BETRAYED ME
THEY MADE A MISTAKE!
MY CURSE MADE EACH OF THEM PAY.BUT ONE LITTLE GIRL GOT AWAY!
LITTLE ANYA, BEWARE, FOR RASPUTIN'S AWAKE!

CREATURES IN THE DARK OF THE NIGHT: EVIL WILL FIND HER!

BARTOK: Ow! Ow! Ow! OH, OOH!!!

CREATURES: IN THE DARK OF THE NIGHT JUST BEFORE DAWN! AAH ...

RASPUTIN: REVENGE WILL BE SWEET

RASPUTIN, CREATURES: WHEN THE CURSE IS COMPLETE!

ALL: IN THE DARK OF THE NIGHT

RASPUTIN: She'll be gone.

BARTOK: Hi ladies ... listen…

RASPUTIN: I CAN FEEL THAT MY POWERS ARE SLOWLY RETURNING!

BARTOK: Ah, ha!

RASPUTIN: FIND A COMB FOR MY HAIR TIE MY SASH AND A DASH OF COLOGNE
FOR THE SMELL! ALL THE PIECES WILL FALL INTO PLACE ...

BARTOK: Wow! !

RASPUTIN: WHEN I SEE HER CRAWL INTO PLACE! DASVIDANYA, ANYA, YOUR GRACE,
FAREWELL!

CREATURES: IN THE DARK OF THE NIGHT TERROR WILL STRIKE HER.

RASPUTIN: Terror's the least I can do!

CREATURES: IN THE DARK OF THE NIGHT
EVIL WILL BREW. OOH!

RASPUTIN: SOON SHE WILL FEEL
THAT HER NIGHTMARES ARE REAL

ALL: IN THE DARK OF THE NIGHT!

RASPUTIN: She'll be through!

CREATURES: IN THE DARK OF THE NIGHT
EVIL WILL FIND HER.

ONE CREATURE: FIND HER!

WORMETTES: OOH! !

CREATURES: IN THE DARK OF THE NIGHT TERROR COMES TRUE.

BARTOK: Hi, yah! !

ONE CREATURE: DOOM HER!

RASPUTIN: MY DEAR, HERE'S A SIGN

RASPUTIN, CREATURES: IT'S THE END OF THE LINE

ALL: IN THE DARK OF THE NIGHT
IN THE DARK OF THE NIGHT.

RASPUTIN: COME, MY MINIONS, RISE FOR YOUR MASTER LET YOUR EVIL SHINE

CREATURES: IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT

RASPUTIN: FIND HER NOW YES, FLY EVER FASTER

ALL: IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT IN THE DARK OF
THE NIGHT

RASPUTIN: SHE'LL BE MINE!

CUT TO:
TRAIN CAR – MORNING

(The train which is carrying Dimitri, Vladimir and Anya is chugging
through the beautiful show covered Russian countryside.)

LOW ANGLE ON ENGINE APPROACHING

(The mighty locomotive is plowing up huge furrows of snow as it steams
toward as we X-dissolve into the car carrying the group.)

TRAIN CAR - MORNING

(Vladimir is forging their travel papers. He has a box with ink and
papers in it. Pooka playfully pushes the luggage that supports his open
briefcase in ink bottle. Vladimir tickles Pooka with the featherlportion
of his quelled pen.)

(Dimitri enters the train car with & suitcase in his hands. He reaches
high above Anya to store his luggage)

(ANGLE on Pooka as Dimitri begins to sit on him. Pooka growls. Dimitri
stands up straight again. Pooka settles back down, but still growls at
Dimitri. Dimitri stands indignant. He forces a smile at Anya. Vladimir
is snickering at the situation.)

(CLOSE on Pooka smiling and panting, innocently. Dimitri, sneezes and
moves over and sits next to Anya.)

VLADIMIR: (laughter)

DiMITRI: (Growls back at dog) What, oh the mutt gets the window seat.

(Anya fiddles with her necklace nervously.)

DIMITRI: (re: the necklace) Stop fiddling with that thing! And sit up
straight - remember – you’re a Grand Duchess.

ANYA How is that you know what Grand Duchesses do or don't do.

DIMITRI: I make it my business to know.

ANYA: Oh

DIMITRI: Look Anya, I'm just trying to help. Alright?

(ANGLE on Vladimir as looks over at Dimitri and rolls his eyes.)

VLADIMIR: mmm

ANYA: (innocently) Dimitri ...

DIMITRI: Mm hmm?

ANYA: Do you really think I'm royalty?

DIMITRI: You know I do.

ANYA: Then stop bossing me around!

VLADIMIR: Well, she certainly has a mind of her own.

DIMITRI: Yeah, I hate that in a woman!

( Anya sticks out her tongue at Dimitri. Quickly turning back to the
window before Dimitri see her.)

(Anya reacts to Dimitri's accusation. She spins in exclamation and moves
towards the door. Pooka barks. Vladimir gets spun around and holds Pooka
up carefully so that he is not hurt. Anya slides the door closes with exasperation.
Mad, she stomps down the corridor away from the camera.)

(Dimitri and Vladimir react to the door slam.)

(Vladimir lifts Pooka up in the air, speaking to him.)

VLADIMIR: Oh no ... an unspoken atttaction!

DIMITRI: Attraction? To that skinny little brat ... have you lost
your mind?

VLADIMIR: I was only asking a simple question.

(Dimitri slides open the compartment door and exits the car, slamming
the door behind him. He also stomps done the corridor.)

DIMITRI: Attraction Ridiculous!

CUT TO:
TRAIN – NIGHT

*We hear an explosion and crashing through brittle tree limbs. Rasputin's
Minions navigate towards the train and the three unsuspecting travelers.
As they rocket beneath the train and the engine they leave a wake of flames
on the tracks behind them.)

(We see the Minions as tiny creatures crawling all over the engine and
entering it, causing it to glow red, speed up and rattle as if it might
fall apart.)

(Vladimir stops to look at the couple's papers. He sees their print
is in "red". He looks at his and back at theirs.)

TRAVELING MAN: Last month, the traveling papers were blue, but now they're
red.

GUARD: Papers! Papers, papers.

(Vladimir turns back to his own papers and we see that he has forged
his documents in black ink. Flustered, he abruptly turns and makes his
way back towards their train compartment.)

(He opens the door to the compartment and enters.)

VLADIMIR: Oh. Pardon, oh.

CONDUCTOR (OS): Tickets!

WOMAN (OS): How rude

VLA,DIMIR: It's what I hate about his government -- everything's in
red.

DIMITRI: Red?

(Vladimir shows Dimitri the forged papers. Anya is asleep.)

VLADIMIR: I propose we move to the baggage car -- quickly, before the
guards come!

(Vladimir and Dimitri quickly grab their baggage.)

DIMITRI: I propose we get off this train.

(The window above a sleeping Anya suddenly glow's green as the minions
pass by. Pooka becomes alert.
Dimitri is pulling suitcases down from the rack and does not see the
Minions. Pooka is looking out the window.)

CUT TO:

(Pooka's POV looking out the window. We see flying minions, green backlit
silhouettes, flying just outside the window, leering back at Pooka.)

POOKA: Growls.

(Dimitri tries to wake Anya up.)

DIMITRI: Hey!

(On reflex she slugs him. He falls-backwards into the opposite seat
holding his nose.)

(Dimitri picks up luggage, then turns and grabs Anya hand, pulling her
from the bench seat towards the compartment door)

DIMITRI: C'mon, we gotta go!

ANYA: Where are we going?

(ANGLE on the train corridor. Vladimir is heading down the corridor
as Dimitri, Anya and Pooka exit the compartment. Pooka runs out the door,
barking frantically, and runs to pass Vladimir in the distance.)

(The Minions MURMUR gleefully then blow up the bridge in a flash of
green fire.)

INT. BAGGAGE CAR

(Our trio stares at the crumbling bridge, dumbstruck)

ANYA: You were saying?

WIDE ON TRAIN
(The baggage car picks up speed as it heads downhill toward the collapsed
bridge.)

INT. BAGGAGE CAR

(Dimitri grabs a chain holding down some cargo.)

DIMITRI: I got an idea Vlad, give me a hand with this.

(Vladimir looses his balance and falls into a box.)

EXT. TRAIN

(Dimitri edges his way out of the car. The ground whizzes by beneath
him as he lowers himself underneath the carriage.)

DIMITRI: Hand me the chain!

(He reaches up and is stunned to see Anya hanging out over him with
the chain.)

DIMITRI: Not you!

ANYA: Vlad's busy at the moment

(Dimitri accepts the chain.from Anya and hooks it onto the undercarriage.
CRUNCH sound. Dimitri’s POV: Twisted steel from the front of the train
flies back at him like shrapnel.)

DIMITRI: No! No! Yaaaaa!

(With Anya’s help he yanks himself up just as the shrapnel whips by,
shattering a tree. They land in near embrace, and catch their breath. Their
eyes meet, stirring some distant feeling. Dimitri snaps out of it first,
glancing back to the shattered tree receding it the distance.)

ANYA: And to think, that could have been you.

DIMITRI: If we live through this, remind me to thank you.

(SHOTS OF THE SPEEDING TRAIN as they approach the gorge)

INT. TRAIN

DIMITRI: Here goes nothing. Brace yourselves.

(Dimitri throws the other end of the chain out the back. It also has
a hook on it. )

(ANGLE on the GRAPPLING HOOK - as it bounces several times, then bites
into a railroad tie, WHIPPING TAUT. It instantly pulls but the tie, then
several more. PLINK PLINK PLINK then, one holds. THE CAR separates from
the wheel base, turns sideways on the track, plowing through the snow and
slowing down.)

(Anya turns to Dimitri and Vlad.)

ANYA: Well, this is our stop.
(They all jump, Vlad carrying Pooka, as the engine plunges over the
broken bridge and ignites into a ball of fire and steam at the bottom of
the gorge.)

(They land safely in a snow bank.)

CUT TO:
INT. RASPUTIN'S LAIR

(Seething, Rasputin watches the following through the Reliquary.)

DIMITRI: I hate trains. Remind me never to get on the train again.

RASPUTIN: Screams. (In agony) Noooooooo!!

BARTOK: Wow, hey take it easy there. You know, sir, really you should
watch your blood pressure. My nephew Izzie just keeled over one day, mid-
mango. Stress. it's a killer sir. And he's a fruit bat, no meat, no blood
even.

ANYA: Oh no, not me, no. Nobody ever told me I had to -prove I was the
Grand Duchess.

D'MITRI: Look, I . . .

ANYA: Show up. Yes. Look nice. Fine. But lie?

(She fiddles with her necklace.)

DIMITRI: You don't know it's a lie. What if it's true? OK, so there's
one more stop on the road to finding out who you are. I just thought this
was something you had to see through to the end no matter what.

VLADIMIR: I see a engaging and fiery young woman ... who on a number
of occasions has shown a regal command equal to any royal in the world.
And I have known my share of royalty. You see my dear, I was a member of
the imperial Court.

ANYA: Hmm (Sigh)

(Dlmitri’s face shows up reflected in the pond next to theirs.)

DIMITRI: So, are you ready to become the Grand Duchess Anastasia?

(Anya is still annoyed at Dimitri for not being honest with her. Vladimir
gives Dimitri a look.)

DIMITRI: What?!

VLADIMIR: There's nothing left for you back there my dear. Everything
is in Paris.

(Beat, She decides.)

ANYA: Gentlemen, start your teaching.

MUSICAL NUMBER BEGINS

VLADIMIR: I remember it well.

LEARN TO DO IT

VLADIMIR: YOU WERE BORN
IN A PALACE BY THE SEA

ANYA: A PALACE BY THE SEA. COULD IT BE?

VLADIMIR: YES, THAT'S RIGHT.
YOU RODE HORSEBACK,
WHEN YOU WERE ONLY THREE.

ANYA: HORSEBACK RIDING ME?

VLADIMIR: AND THE HORSE ...

DIMITRI: HE WAS WHITE

VLADIMIR: YOU MADE FACES
AND TERRORIZED THE COOK!

DIMITRI: THREW HIM IN THE BROOK!

ANYA: WAS I WILD?

DIMITRI: WROTE THE BOOK!

VLADIMIR: BUT, YOU'D BEHAVE WHEN YOUR FATHER GAVE THAT LOOK!

DIMITRI: IMAGINE HOW IT WAS!

VLADIMIR: YOUR LONG-FORGOTTEN PAST!

DIMITRI AND VLADIMIR: WE'VE LOTS AND LOTS TO TEACH YOU AND THE TIME
IS GOING FAST!

VLADIMIR: NOW, SHOULDERS BACK AND STAND UP TALL

DIMITRI: AND DO NOT WALK, BUT TRY TO FLOAT.

(Anya floats. Dimitri sort of floats. Vlad really floats!)

ANYA: I FEEL A LITTLE FOOLISH
AM I FLOATING?

VLADIMIR: LIKE A LITTLE BOAT!

DIMITRI: YOU GIVE A BOW.

ANYA: WHAT HAPPENS NOW?

(Anya curtsies, placing her hand in Dimitris)

VLADIMIR: YOUR HAND RECEIVES A KISS!

(Anya and Dimitri pull away, embarrassed)

VLAD & DIMITRI: MOST OF ALL REMEMBER THIS:

VLADIMIR: IF I CAN LEARN TO DO IT.
YOU CAN LEARN TO DO IT.

DIMITRI: SOMETHING IN YOU KNOWS IT—

VLAD & DIMITRI: THERE'S NOTHING TO IT!

VLADIMIR: FOLLOW IN MY FOOTSTEPS, SHOE BY SHOE!

VLAD & DIMITRI: YOU CAN LEARN TO DO IT TOO!

VLADIMIR.: NOW, ELBOW IN AND SIT UP STRAIGHT

DIMITRI: AND NEVER SLURP THE STROGANOFF

ANYA: I NEVER CARED FOR STROGANOFF

VLADIMIR: SHE SAID THAT LIKE A ROMANOV!

DIMITRI: THE SAMOVAR

VLADIMIR: THE CAVIAR

ANYA: DESSERT AND THEN GOODNIGHT!

VLAD & DIMITRI: NOT UNTIL YOU GET THIS RIGHT!

VLADIMIR: IF I CAN LEARN TO DO IT! YOU CAN LEARN TO DO IT! PULL YOURSELF
TOGETHER

DIMITRI: IF HE CAN LEARN TO DO IT YOU CAN LEARN TO DO IT

VLAD & DIMITRI: AND YOU'LL PULL THROUGH IT!

VLADIMIR: TELL YOURSELF IT'S EASY

VLAD & DIMITRI: AND IT'S TRUE!
YOU CAN LEARN TO DO IT TOO!

DIMITRI: (yells) YA-AH! ! !

(From nowhere, Vlad produces a huge chart- the family tree)

VLADIMIR: Next, you must memorize the names of all the royalty.

VLADIMIR: AND HERE WE, HAVE KROPOTKIN

DIMITRI: SHOT POTEMKIN

VLADIMIR: IN THE BOTKIN

ANYA: OH!

VLADIMIR: AND DEAR OLD UNCLE VANYA LOVED HIS VODKA

D'MITRI: GOT IT ANYA?

ANYA: NO!

VLADIMIR: THE BARON PUSHKIN

ANYA: HE WAS?

DIMITRI: SHORT!

VLADIMIR: COUNT ANATOLY

ANYA: HAD A ...

VLADIMIR: WART!

D'MITRI: COUNT SERGEI
WORE A FEATHERED HAT.

VLADIMIR: I HEAR HE'S GOTTEN VERY FAT.

ANYA: AND I RECALL HIS YELLOW CAT ...

VLADIMIR: I DON'T BELIEVE WE TOLD HER THAT ...

(Vlad and Dimitri exchange a baffled glance)

ANYA: (Proudly) IF YOU CAN LEARN TO DO IT, I CAN LEARN TO DO IT!

VLADIMIR: DON'T KNOW HOW YOU KNEW IT.

ANYA: I SIMPLY KNEW IT! SUDDENLY I FEEL LIKE SOMEONE NEW IT!

VLAD & DIMITRI : ANYA, YOU’RE A DREAM COME TRUE!

VLADIMIR:: IF I CAN LEARN TO DO IT! YOU CAN LEARN TO DO IT! PULL YOURSELF
TOGETHER

DIMITRI: Yes. I mean it was nice on the hanger but it looks even better
on you. Yo ... you should wear it.

ANYA: I am wearing it.

DIMITRI: Oh, right of course, of course, you are. I'm just trying to
give you'a ..

ANYA: Compliment?
DIMITRI: Of course, yes.

(She smiles. They swirl into the dance, at first awkward, but little
by little gaining in grace. Vladimir watches them.)

(The sun is setting and it's a glorious evening)

VLADIMIR: IT'S ONE-TWO-THREE
AND SUDDENLY
I SEE IT AT A GLANCE--
SHE'S RADIANT AND CONFIDENT AND BORN TO TAKE THIS CHANCE
I TAUGHT HER WELL '
I PLANNED IT ALL!
I JUST FORGOT ...
ROMANCE!
VLAD, HOW COULD YOU DO THIS? HOW WILL WE GET THROUGH THIS? I NEVER
SHOULD HAVE LET
THEM DANCE!

(Anya and Dimitri gradually slow their dancing.)

ANYA: I'm feeling a little dizzy.

DIMITRI: Kind of light headed?

ANYA: Yeah.

DIMITRI: Me too. Probably from the spinning

(They've stopped dancing by now.)

DIMITRI: Maybe we should stop.

ANYA: We have stopped.

(Dimitri and Anya begin to fall into a kiss.)

DIMITRI: Anya, I ...

ANYA: Yes ... ?

(Pooka starts barking at Dimitri, breaking the spell.)

DIMITRI: You're doing fine.

(Dimitri exits.)

(Anya watches him go, confused.)

CUT TO:
INT. SHIP – NIGHT

Anya, Dimitri, Vladimir and Pooka are in a cabin. Dimitri is sound asleep,
his backpack beside him on the floor. Anya is wrapped in a blanket. Vladimir
is braced against the ship's beams, not weathering the storm well.

ANYA: (whispering to Vladimir) Oh ... are you all right?

VLADIMIR: Fine, fine. Just riddled with envy., Look at him, (INDICATING
DIMITRI). He can sleep through anything.

(The ship tilts, timbers groaning. Pooka-climbs inside of Dimitri’s
backpack knocking it over and The MUSIC BOX slides out of it and stops
near Anya. She picks up the Music Box. Anya immediately has a sharp recollection,
a shock. She cradles the box lovingly.)

ANYA: Gasp!

VLADIMIR: Pretty jewelry box, isn't it?

ANYA: Jewelry box? Are you sure that's what it is?

VLADIMIR: What else could it be?

ANYA: oh well, something else ... Something special ... something to
do with a secret. (LAUGHS) Is that possible?

(Pooka begs at feet of Anya to be picked up. She picks him up. She climbs
into her berth, Pooka climbs up on her tummy.)

VLADIMTR (CONT'D): ... Sleep well, your majesty.

(Vladimir's large body traps Pooka between him and Anya. Anya uses her
foot to move Vlad so that Pooka can move. Pooka snuggles next to Anya.)

ANYA:Sweet dreams, Pooka.

EXT. UNDERWORLD
CUT TO: NIGHT

(Rasputin and Bartok gaze at the image of Anastasia falling asleep.)

BARTOK: There she is master, sound sleep in her little bed.

RASPUTIN: And pleasant dreams to you, Princess. I'll get inside
your mind, where you can't escape me.
(As he says this , SMOKY IMAGES begin to collect around the Reliquary,
images of faces, trees, a lake all blur together.)

(Rasputin chuckles with delight. He BLOWS at the cloud of images sending
them shooting skyward.)

CROSS DISSOLVE TO:
SHIP'S CABIN – NIGHT

(From under the door SMOKY IMAGES silently slither. They move over toward
Dimitri sleeping on the floor. Recognizing that he is not the right person
they float across the cabin to her shoes then up over her berth and swirl
around Anya.)

(CLOSE on Anya’s closed eyes as the Smoky Images wait for the opportunity
to enter her mouth when she yawns. She smiles as Rasputin's dream begins.
Images of Butterflies appear and circle around her face.)

CUT TO:
EXT.
FOREST - DAY - IN HER DREAM

(Anya is sleeping peacefully in a sunny open meadow. Alexi, Anastasia's
young brother, walks up, surrounded by large Mystical Dream Butterflies.
He waves to her, she waves back. He motions the Butterflies towards Anya.
They approach her and fly around her.)

CUT TO:
SHIP'S CABIN - REALITY

(Anya’s eyes are closed as she smiles in her sleep and sits,up in bed.
The Dream Butterflies still swirl around her head. She gets out of her
berth following them, sleepwalking to the cabin door it opens and she exits.
As it closes ...)

(ANGLE on Pooka as he wakes up.)

CUT TO:

INT.
SHIP'S HALLWAY – NIGHT

(Anya sleepwalks down the hallway toward the stairs following the "Dream
Butterflies”. The ship pitching violently in the storm.)

CUT TO.
INT. SHIP'S CABIN

(Pooka whines scratches at the cabin door, crying outlfbt Anya.)

(ANGLE on Dimitri sleeping. Pooka jumps on him trying to wake him. He
just rolls over.)

EXT. SHIP'S DECK
CUT TO:

(Rolling on a giant swell. Anya sleepwalks to the upper deck. In her
dream, Alexi and the three butterflies lead her up a rock embankment and
through a field of daffodils. Anastasia's three sisters in swimsuits in
the distance. Alexi points to them as they leap to the pool below.)

PULL BACK TO REALITY

(Anya has climbed over the railing of the deck and is looking into the
black ocean. Smiling she slides back against the ships railing.)

(Dimitri scrambles from his makeshift bed and runs towards the door.
Pooka and Dimitri burst out the door and run towards the stairs. Pooka
remains stranded at the bottom of the stairs.)

CUT TO: EXT. SHIP'S DECK

(Anya, holding the guide line, is teetering on the ships railing.)

EXT. FOREST - DAY - IN HER DREAM

(Anya holds on to a vine at edge of precipice overlooking a beautiful
swimming pool. Little Alexi points down towards the offstage swimmers,
the family looking up, is waving to her. Anya watches as little Alexi leaps
towards the blue pool and she giggles.)

NICHOLAS: Hello, sunshine.

SISTERS: Come into the water!

ANYA: Hello. (GIGGLE)

NICHOLAS: Jump in, jump!

SISTERS: Come in!!

ALEXI: Yeh!

EXT. SHIP'S DECK – REALITY

(Anya stands on the ships railing, holding on to the guide wire, inching
towards death.)

(ANGLE on Dimitri racing towards camera as the stormy sea crashes over
him.)

DIMITRI (OS CONT’D): Anya!

(Dimitri is washed up into the crow's nest and suddenly sees Anya.)

DIMITRI (OS CONT’D): Anya stop!

(He grabs on to a rope line and swings out to rescue Anya about to leap
to her death.)

EXT. FOREST - IN HER DREAM

(CLOSE on Anya in her dream. Nicholas waves for her to jump into the
clear pond and join them. Anya nods and moves to jump in. Just as she is
about to jump, Nicholas, face turns HIDEOUS AND FRIGHTENING, suddenly becoming
Rasputin.)

DIMITRI: Anya, NO!

RASPUTIN: YES JUMP!!

ANYA: AH.

(Rasputin continues to grow into an evil god-like figure as the dwarfed
Anya rises on a column of skulls. Flying bat-like Minions swarm in a circle
around Anya. She reacts in fear. A giant Rasputin towers over her on the
column of skulls. His harpy-like Minions are grabbing at her, encouraging
her to jump.)

RASPUTIN: The Romanov curse. JUMP!! JUMP!!

ANYA: AAH!

(A Flying Minion grabs Anya around the waist, from behind ... )

EXT. SHIP'S DECK – REALITY

(Dimitri is holding her around the waist she struggles, rescuing
her from the fall into the stormy sea.)

DIMITRI: Anya! Anya! Anya wake up, wake up.

(Anya JOLTS awake, terrified to see what almost happened to her. Dimitri
lifts her to the other side of the railing. Anya, shaking and almost crying
with fear, still half in a dream, throws her arms around Dimitri.)

ANYA: The Romanov curse.. The Romanov curse.

DIMITRI: The Romanov ... what are you talking about?

ANYA: I keep seeing faces ... So many faces.

(Anya hugs Dlmitri and cries.)

DIMITRI: It was a nightmare. It's all right, you're safe now.

CUT TO: EXT. UNDERWORLD – NIGHT

(Rasputin watches the image-of Anya and Dlmitri’s embrace, seething.
He moans, grasping his head in frustration, his fingers actually sinking
into his skull. Rasputin's neck is stretching and starting to tear as he
pulls on his own head.)

(The Can Can girls begin to dance. Anya, Sophie and Vlad join in, but
suddenly we're tight on Dimitri, who's watching Anya taking part in the
fun...)

DIMITRI: Paris holds the key to your past.
Yes, princess, I've found you at
last. No more pretend. You'll be gone
That's the end...

(The sounds of revelry come back witha wollop.)

ENSEMBLE: Paris holds the key
to your heart

COUTURIER: You'll be tres jolie and so smart.

ISADORA DUCAN: Come dance through the night!

RODIN: And forget all your woes.

SOPHIE: The city of light!

GERTRUDE STEIN: Where a rose is a rose!

SOPHIE, ALL: And one never knows what will start!
Paris holds they key....

DIMITRI: To her....

SOPHIE, ALL: Heart!

SOPHIE: Ooh La La!

ALL: Ooh La La!

END MUSICAL NUMBER

CUT TO:
EXT. PARIS OPERA HOUSE STEPS - NIGHT

(As the BEAUTIFUL PEOPLE OF PARIS arrive, a very dapper Vladimir paces
nervously on the steps. Dimitri also all done up, sits nearby.)

DIMITRI: We don't have anything to be nervous about. She's the princess...

VLADIMIR (misunderstanding): I know, I know but....

DIMITRI: (pointedly) No, no, no you don't know. I was the boy - in the
palace. The one who opened the wall. She's the real thing, Vlad.

(Vladimir's jaw drops open, he can't believe it.)

VLADIMIR: That means our Anya has found her family! We have found the
heir to the Russian throne! And you...

(Vlad stops. He suddenly gets it.)

DIMITRI: (finishing) ... will walk out of her life forever.

VLADIMIR: But...

DIMITRI: Princess' don't marry kitchen boys.

VLADIMIR: I know but... Dimitri.

DIMITRI (CONT'D): We're going to go through with this as if nothing
has changed.

VLADIMIR: You've got to tell her?

(Dimitri turns and Anya is suddenly there.)

ANYA: Tell me what?

DIMITRI: How beautiful you look.

ANYA: Well, thank you.

(Anya smiles sweetly and looks down. Anya takes his arm and they walk
up the stairs together.)

SOPHIE: (to get Vlad's attention) THROAT CLEAR

VLADIMIR: Ah, Sophie.

CROSS DISSOLVE TO:
INT. PARIS OPEA HOUSE - NIGHT

(Anya is halfway up the grand staircase, when Dimitri finishing checking
their coats and looks up at her. He stares. She turns back and nods for
him to join her. Shaking the spell her beauty has cast over him, he leaps
to her side.)

CROSS DISSOLVE TO:
INT. OPERA BOX

(Dimitri, Vladimir and Anya take their seats. All around them people
are whispering, taken with Anya.)

(Dimitri turns to Anya and gestures to the box seats to the left. He
hands her the opera glasses.)

DIMITRI: Look. There she is.

(Anya gives Dimitri a very nervous look and takes the glasses aiming
them toward Marie.)

(Anya's POV of the majestic Marie, sitting beside Sophie.)

ANYA: (like a prayer) Please let her remember me...

(Anya is very nervous, she watches Marie instead of the Ballet. She
tears up her program. Dimitri reaches over and takes her hand.)

BARTOK: Right, and then, Kill Her? (CONFUSED) Sir, what happened to
the party idea?

RASPUTIN: That's where we're going to kill her. Crush her at the height
of her glory.

BARTOK: (miserably) And we're back to the crushing. (ON HIS KNEES) Sir,
I'm begging you please.... pleeeaze: Forget the girl, and get a life.

RASPUTIN: Oh, I'll get a life, Bartok. HERS!

CUT TO:
INT MARIE'S STUDY - NIGHT

(The music box is on Marie's desk beside an unopened jewelry box. Marie
sits on a sofa, a large simple wooden box open beside her. Anya sits on
a hammock at her feet, looking at an informal photograph of her family,
touching the faces slowly with her fingertips, tears welling up in her
eyes. Marie gently takes the picture from behind her, stroking her hair.)

ANYA: I remember now, how much I loved them.

MARIE: They would not want us to live in the past, not now that we have
found each other. Oh look here -- (taking a water color from the box) The
drawings you gave me -- Remember?

ANYA: (taking the picture) Yes! Olga made me so mad -- she said it looked
like a pig riding a donkey! She was right!

(Her voice bubbles with laughter.)

MARIE: In your laughter, once again I hear my Nicky, your dear father..

(She stands and leads Anya to the jewel box, opening it. Displayed in
rich velvet is a dazzling array of jewelry. Anya gasps.

MARIE (CONT'D): But you have the beauty of your mother, Alexandra, Empress
of all Russia.

(Marie takes the exquisite tiara from the box and places it on ANYA's
head, turning her to look in the mirror. Wide-eyed, ANYA sees that she
looks like a princess indeed. From her C.U.:

CROSS DISSOLVE TO:
INT. ANYA'S BEDROOM IN SOPHIE'S HOUSE -- DAY

(The same crown, the same wide-eyed expresion, but now as we pull back
from the reflection in this mirror, Sophie and a SEAMSTRESS are just stepping
back, rapturous, making final adjustments, and revealing Anya in her exquisite
gown. Anya turns slightly, watching herself, touching the gown in wonder.)

CUT TO:
INT. MARIE'S STUDY - DAY

(Dimitri stands before Marie and an open valise filled with the reward
money.)

DIMITRI: You sent for me, your Grace?

MARIE: Ten million rubles... As promised, with my gratutide.

DIMITRI: I accept your gratutude. You Highness. But I don't want the
money.

(Marie smiles.)

MARIE: (a bit suspicious) What do you want, then?

DIMITRI: Unfortunately nothing you can give (BOWS)

(He starts to leave, Marie is puzzled and intrigued.)

MARIE: Young man. (HE STOPS) Where did you get that music box?

(Dimitri doesn't answer. She crosses to him.)

MARIE (CONT'D): You were the boy, weren't you? The servant boy who got
us out. You saved her life, and mine. Then you restored her to me, yet
you want no reward?

DIMITRI: Not anymore.

MARIE: Why the change of mind?

DIMITRI: It was more a change of heart. (ALMOST FLEEING) I must go.

(Dimitri bows and leaves quickly. Marie is left wondering.)

CROSS DISSOLVE TO:
INT. HALLWAY OF MARIE'S HOUSE - DAY

(Anya sees Dimitri coming down the steps. She draws herself to full
regal height. He stops when he sees her.)

ANYA: (distantly) Hello, Dimitri.

DIMITRI: Hello.

ANYA: Did you collect your reward?

DIMITRI: My business is complete.

MAJOR DOMO: Eh, young man you will bow and address the Princess as "Your
Highness."

ANYA: No, that's not nec...

(Dimitri raises his hand to stop her. He BOWS.)

DIMITRI: Please, your Highness. I'm glad you found what you were looking
for.

ANYA: Yes, I'm glad you did too.

DIMITRI: Well, then... Goodbye. (ADDING) Your Highness.

(He bows and exits. Anya stares after him for a moment.)

ANYA: (softly, to herself.) Goodbye...

CUT TO:
INT. MARIE'S APARTMENT - AFTERNOON

(Vladimir is looking in the mirror admiring himself. He is in full fancy
dress for the coronation. Pooka enters in full fancy dress wearing a crown,
a medal and a sword. Vladimir sees that Pooka looks and feels miserable.)

(Vladimir steals the medal from around Pooka's neck and pins it on his
own chest.)

VLADIMIR (CONT'D): No, of course not, you're a wonderful dog.

(Dimitri enters and picks up his travel bag. Vlad sees his reflection
in the mirror and turns.)

DIMITRI: Well if you're ever in St. Petersburg again look me up. So
long, Vlad.

(Vladimir hugs Dimitri.)

VLADIMIR: Oh, my boy, you're making a mistake.

DIMITRI: Trust me, this is the one thing I'm doing right.

(Forcing a smile, Dimitri cuts Vlad off, shaking his hand and patting
him on the shoulder. Pooka understands that Dimitri is leaving, he whimpers.
Dimitri scratches his nose.)

DIMITRI: So long mutt.

(Pooka licks Dimitri's hand)

DIMITRI: I can't stay. I don't belong here.

(Dimitri exits.)

CUT TO:
INT. GRAND PALAIS - NIGHT

(Couples in splendor, waltz on the floor while guests whisper excitedly
about Anastasia appearing. Many of them were at the opening ball in St.
Petersburg. An ORNATE CHIR sits alone on an empty stage - waiting for the
Princess.)

CUT TO:
INT. GREEN ROOM - NIGHT

(Anya looks through the curtaiin at the dancing crowd, looking for Dimitri,
knowing he's not there. Marie watches Anya.)

MARIE: He's not there.

ANYA: Oh, I know he's not, he --

(She's caught. She tries to cover, badly.)

ANYA (CONT'D): Who's not there, Grandmama?...

MARIE: A remarkable young man who found a music box...

ANYA: No he's probably too busy spending his reward money as fast as
he can.

MARIE: Look at them dance! You were born to this world of glittering
jewels and fine titles, but I wonder if this is what you really want.

ANYA: Of course, of course it is. I found what I was looking for. I
found out who I am. I found you.

(She doesn't sound happy. She turns to Marie, and now her voice is filled
with real warmth.)

MARIE (CONT'D): Yes you did find me, and you'll always have me. But
is it enough?

(They embrace.)

MARIE: My darling ---

(For a moment Marie just holds her. There are tears in her eyes. She
knows she has to tell Anya the truth. She pulls away, looks at Anya, and
sighs.)

MARIE (CONT'D): ... he didn't take the money.

(Anya looks at her in shock.)

ANYA: He... didn't?...

MARIE (CONT'D): Knowing that you are alive, seeing the woman you have
become, brings me joy I never thought I could feel again.

(Anya embraces her again, resting her head on Marie's shoulder. Marie
turns Anya gently, pulling back the curtain to look OUT AT THE CROWD.)

MARIE (CONT'D): Whatever you choose, we will always have each other.

ANYA: (turning agin) Grandmama, can't you tell me --

(But Marie is gone. Anya looks at the CROWD. She straightens her shoulders,
pushes the curtain a little farther back -- but suddenly she hears Pooka's
HYSTERICAL BARKING. She turns to see him just disappearing through the
terrace doors.

ANYA (CONT'D): Pooka?

(She hurries out to the Terrace.)

CUT TO:
EXT. TULERIES GARDEN DOOR - NIGHT

(A shadow moves through the garden door. Slithering into the darkness
like the crafty Serpent of Eden.)

ANOTHER ANGLE:
Pooka barks in the darkness. He edges her further out into the topiary
garden. Towering hedges in the shape of horses, elephants and giraffes
suurpind him.He disappears.

ANOTHER ANGLE:
Anya appears in the doorway, worried A beat. Pooka BARKS (OS). Confused,
she hikes up her gown and heads after him.

ANOTHER ANGLE: Anya submerges herself deeper and deeper into the darkness,
leaving the light and cheer of the party behind. The BARKING continues
into the distance (OS).

ANYA: (worried) Pooka? Pooka?....

(As she wanders further into the topiary garden we notice something
odd: the SHADOWS are moving in her wake!)

CUT TO:
INT. TRAIN STATION - SAME TIME

(Dimitri is next in the ticket time. He fishes in his pocket for money,
comes up with the FLOWER.)

(CLOSE on Dimitri staring at the flower. Thinking of Anya.)

VOICE (OS): You're next.

(Dimitri turns to the TICKET WOMAN, tormented with indescision.)

CUT TO:
EXT. GARDEN - SAME TIME

(Moving shadows. Anya's silhouette passes through a moonbeam. She is
no longer worried. She is scared. For a moment, Pooka's barking stops (OS).
Ticking silence. Anya is lost in the topiary garden. Alone. She senses
a presence. A bark! Anya spins in circles, desprearley trying to orient
herself. She sees Pooka! Barking at the bushes around him.)

ANYA: Pooka? ... Here boy!

(Pooka keeps barking! Anya whirls about to face -- A TOPIARY BUSH. Blocking
her way out. She frowns: it wasn't there before!)

(ANOTHER ANGLE: Anya spins! -- The Topiary Bushes are rearranged, casting
long shadows across her face like groping fingers. She is trapped, boxed
in. Pooka barks as the green creatures seem ready to spring at her.)

RASPUTIN (OS): An-a-sta-sia... Anastasia

(Anya gulps, her eyes wide. Who said that? She firmly grabs her gown
and makes a run for it through a small opening. Pooka follows, barking
at all sides.)

RASPUTIN: Your Imperial Highness. Look what ten years has done to us:
you a beautiful young flower and me a rotting corpse.

ANYA: That face!

RASPUTIN: Last seen at a party like this one.

ANYA: A curse....

(He ominously raises the Reliquary. Bartok peeks out from Rasputin's
beard, then hides.)

RASPUTIN: Followed by a tragic night on the ice, remember!

(WHOOSH! -- Rasputin fires a stream of crackling smoke from the Reliquary!
It ices over the bridge and everyhing around it! The stone CHERUB faces
twist horribly, they grow fangs, ears are pointed, they become devilish
imps!)

(Anya is thrown to the ground by the blast. She picks herself up. Now
she remembers.)

(He bursts out in laughter as he raises the Reliquary. Anya stands frozen
in terror, unsure of what comes next. Smoke billows out.)

(Minions take shape from the smoke! They swarm towards Anya like a pack
of locusts as we hear the flapping of thousands of wings, They taunt her,
poke her, tear her dress, steal her crown! Spinning in circles!)

RASPUTIN (CONT'D): And around! And around! And around! And around!

ANYA: Stop no, get away. No, no...

(Rasputin laughs gleefully. Her terror brings him joy. The Minions begin
to push Anya toward the bridge. Her back arches against the side, about
to tip over. Pooka's eyes are huge.)

(Anya bats her arms, fighting them, hitting them. The Minions squawk
like the cowards they are and suddenly dissipate back into smoke. Gone,
disappeared.)

(Bartok flies up to the Pegasus and perches there safely.)

BARTOK: You're on your own, Sir. This can only end in tears.

(Anya locks her eyes onto Rasputin's. She takes a step forward, facing
him in all his horror. Rasputin smiles but cannot betray a hint of surprise.)

ANYA: I'm not afraid of you.

RASPUTIN: I can fix that! Care for a little swim under the ice?

(WHOOSH! -- Smoke shoots from the Reliquary. Cracks race across the
bridge like lightning bolts.)

(WHOOSH! -- The bridge creaks and moans hideously!)

(WHOOSH! -- A blast of snow and ice slams into Anya like a fist, throwing
her backwards as she slides down the side! Rasputin laughs.)

RASPUTIN (CONT'D): Say your prayers, Anastasia! No one can save you!

DIMITRI (OS): Wanna bet?

(Rasputin spins to see Dimitri charging him. Dimitri smashes him in
the face with his fist. Rasputin spins and the Reliquary shoots again,
blasting the bridge. Anya falls further downward as pieces of the bridge
crumble. Dimitri leaps over the side after her. Rasputin looks over the
side at them.)

(Anya struggles to grasp his hand. Their eyes meet.)

ANYA: Dimitri! If we live through this remind me to thank you.

(Rasputin stares down at them over the side.)

DIMITRI: You can thank me later.

RASPUTIN: How enchanting, "together again", for the last TIME!

(Rasputin fires his Reliquary! A swarm of Minions blast Dmitri into
the air, higher and higher and right onto the PEGASUS!)

RASPUTIN (CONT'D): You'll get a kick out of this!

(The Pegasus springs to life and majestically leaps off it's column
with Dimitri on it!)

ANYA: Noo...

(It bucks Dimitri off it's back, sending him through the air. Dimitri
lands on the bridge. The Pegasus attacks him, rearing and neighing. Dimitri
struggles to roll away.)

(Meanwhile, Anya climbs up the bridge. Dimitri glances down to see her.)

(He throws her down, sending her back over the edge. She struggles to
hang on with both hands.)

DIMITRI: Hold on!

RASPUTIN: Finally, the last Romanov death!

(Rasputin laughs as Anya looks side ward to see another way up. Suddenly
Pooka bites Rasputin;s ankle! Rasputin screeches! He turns back to see
Anya gone and assumes she has fallen. He blasts the Reliquary over the
side for good measure.)

RASPUTIN: Ya, ha, ha!

DIMITRI: No! ANYA!

(Dimitri leaps off the bridge after Anya. The Pegasus charges after
him. Dimitri grabs its reigns and hangs on in mid-air as it carries him
aloft.)

(Rasputin looks down to see nothing but a cloud of ice and smoke.)

RASPUTIN: Long live the Romanovs!

(Anya steps through the smoke!!)

ANYA: Right, I couldn't have said it better myself!

(Anya lunges at Rasputin, butting him head-on! They fall to the ground
and struggle t grasp the Reliquary, which rolls across the bridge. Rasputin
grabs it and shoots a stream of Minions at Anya. She tumbles backwards.
Suddenly Pooka leaps up and grabs the Reliquary in his mouth. The Minions
around Anya dissipate into smoke!)

RASPUTIN: AAAAGGGHHH!

(Pooka leaps away with it, trips, and the Reliquary falls right at Anya's
foot. Rasputin cowers. His power is gone.)

(Anya hears a horse whinny and looks over to see Dimitri lying still,
perhaps dead, beneath the horse. She is furious!

ANYA: This is for Dimitri... Ah...

RASPUTIN: Give it back!

ANYA: This is for my family!

RASPUTIN: I'll tear you to pieces!!

(She stomps the Reliquary!)

(Cracks form. The Pegasus suddenly crumbles to pieces! Rasputin screams
as she strikes it again! He leaps for it. It is too late; Anya whacks it
again with her foot!)

ANYA: And this, this is for you!

RASPUTIN: No!

(Anya, smashes the Reliquary to bits.)

ANYA (CONT'D): Dasvidanya!

RASPUTIN: AAAGGGHHH!!!

(KABOOM! -- IT EXPLODES! Anya leaps back as a green light sprays into
Rasputin, beginning with his fingers a coursing into him like an electric
current. Like a beacon in the night. A lighthouse attracting the denizens
of hell, who arrive, wings beating him down... enveloping him.. circling
him.)

(His skin glows. It shimmers. Then it starts to melt off him! Leaving
nothing but a rattling, screaming skeleton! The skeleton cracks, unhinges,
the skull keeps screaming! The bones fall apart and crumble t dust as the
Minions fly away.)

CUT TO:

(Anya hurries over to Dimitri, who lies there, still as death. She gently
strokes his hair.)

ANYA: Ooh... Oh no.. Dimitri..

(Suddenly he growns!)

ANYA: (upon hearing Dimitri): (Gasps!)

DIMITRI: Ouch!

ANYA: Dimitri! Oh!

DIMITRI: Ow, ow, ow, ow... Oh no let go. Let go, easy.

ANYA: Sorry!

(Dimitri picks himself up as Anya pulls back. He smiles.)

DIMITRI: Yeah, I know. I know. All men are babies!

(Suddenly their faces move closer together. Both are so happy the other
is alive that their love can't help but sputter out...)

ANYA: I thought you were going to St. Peter.....

DIMITRI: I was...

ANYA: You didn't take the...

DIMITRI: I couldn't.

ANYA: Why?

DIMITRI: Because... I...

(Their lips are about to meet when Pooka barks (OS). The romantic spell
is broken.)

(They pull apart to see Pooka with the crown in his mouth. Dimitri takes
it and hands it to Anya.)

DIMITRI: Oh... they're waiting for you.

(Anya looks at him, at the crown. At him. The crown.)

INT. GRAND PALAIS GREEN ROOM - NIGHT

(A hat box sits opened on a table. The crown sits next to it. Sophie
cries tears of joy as she stares at the note that came with it.)

ANYA (OS): Dear Grandmama, wish me luck. We'll be together in Paris
again soon. A bientot.

SOPHIE: They've eloped. Isn't it romantic. It's a perfect ending.

(Vlad enters the room. Marie, regal and wise, stares out a window at
a distant boat on the Seine.)

MARIE: No it's a perfect beginning.

(Marie wipes away a tear before Sophie can see it. She gives the boat
one last look: happy and sad, then turns to go.

CUT TO:

EXT. RIVERBOAT - NIGHT

(Dimitri and Anya are dancing on the riverboat.)

ANYA: (Laughter)

(Finally, Anya and Dimitri kiss. Pooka blushes.)

(PAN UP to see BARTOK imitating their dancing. Suddenly a female bat
flies down and joins him. He's shy. She takes the upper hand and kisses
him.)

BARTOK: Ah hello. (Kiss) Wow! I tell you what WOW (giggles) So long
everybody! Ah Ah!!!!

(As Bartok says his line, he pulls the shade down.)

FADE OUT:

THE END

Want to read the first version of the Anastasia script written back
in 1995? Check it out on Brandon's Anastasia Page: